It is very important that our
business be conducted in accordance with the highest ethical
standards, In this way, we can maintain our good reputation
and the trust and confidence of the public, those with whom
we do business, and especially fellow employees.

The Code of Business Ethics embodies
ethical guidelines to apply in our day-to-day business dealings
on behalf of the Company. It has been prepared by our General
Counsel as a general guide on ethical business conduct. The
General Counsel has also prepared Special Rules for Government
contracts. These should govern all your dealings with the
Government.

To emphasize its importance,
the code of Business Ethics has been approved by management
as formal company policy. We must each take personal responsibility
for reading the Code and the Special Rules carefully and ensuring
that our individual actions and business relationships follow
the letter and spirit of the Code and the special Rules.In
addition, each manager and supervisor is responsible for ensuring
that the employees under his or her supervision understand
and comply with the Code and the Special Rules.

Standards and guidelines, no
matter how comprehensive, cannot anticipate every situation.
If at any time you need clarification about how the Code or
the Special Rules apply to specific situations, we encourage
you to discuss your questions or concerns with management
or to the Company's General Counsel.

B2B Technologies ("Company")
is committed to the highest standards of legal and ethical
conduct. All employees, consultants and directors (for convenience,
generally referred to as "you" or "employees") are responsible
for helping the Company maintain its good reputation and
the trust and confidence of its employees and those with
whom the Company does business.

The guidelines contained in
this Code of Business Ethics ("Code") set forth general
standards of conduct that the Company requires of its people
as representatives of the Company. Any activity contrary
to these guidelines is prohibited and is not within the
scope of employment or authority of any employee, director,
or consultant of the Company.

b. Distribution

An electronic
copy of the Code of Ethics is posted on the Corporate Intranet
site. All employees are periodically told to review the
Code of Ethics document.

c. Personal Responsibility

All
employees are responsible for acquainting themselves with
the guidelines set forth in the Code and the standards of
conduct and restrictions applicable to them, and for conducting
themselves accordingly. Each supervisor and manager is also
responsible for ensuring that these standards are known
by employees under their supervision and that an employee's
failure to abide by these guidelines will subject him or
her to disciplinary actions.

The
Company recognizes that the guidelines contained in this
Code are extensive and that some of them may have little
or no bearing on the conduct, activities, or relationships
necessary for you to carry out your current duties and responsibilities.
Nevertheless, we want all of our employees to be aware of
the standards of conduct set forth in these guidelines.
If you have any questions, about whether any section of
these guidelines pertains to your activities in performing
the duties and responsibilities of your particular position
with the Company, you should discuss the matter with your
supervisor. In general, employees should discuss any questions
or difficulties with their immediate supervisor, who is
responsible for seeing that the matter is resolved promptly.
Our General Counsel is also available to answer questions
about these guidelines.

Employees
are encouraged and should report to the Company any situation
in which they reasonably believe another employee or consultant
of the Company may not be adhering to the guidelines set
forth in this Code or any other situation in which they
reasonably believe the guidelines are not being observed.
Such reports should be made to your immediate supervisor
or to the Company Compliance Officer or to the Company's
General Counsel. Any supervisor receiving such a report
should immediately notify the Company Compliance Officer
or to the General Counsel of the Company.

2. CONFLICTS OF INTEREST

a. General Statement

Employees
are expected to devote their best efforts and attention
to the full-time performance of their jobs. They are expected
to use good judgment, to adhere to high ethical standards,
and to avoid situations that create an actual or potential
conflict between the employee's personal interests and the
interests of the Company. A conflict of interest also exists
where the employee's loyalties or actions are divided between
the Company's interests and those of another, such as a
competitor, supplier, or customer. Both the fact and the
appearance of a conflict should be avoided. Employees unsure
as to whether a certain transaction, activity, or relationship
constitutes a conflict of interest should discuss it with
their immediate supervisor or with the Company's General
Counsel.

While
it is not feasible to describe all possible conflicts of
interest that could develop, the following are some of the
more common examples.

b. Examples of Conflicts

Financial
Interest in Another Business. Employees should not
have direct or indirect financial interest in a customer,
supplier, competitor or others with whom the Company does
business, except that ownership of less than one percent
(1%) of the publicly traded stock of a corporation will
not be considered a conflict. You should never be in a
position of making or influencing business decisions that
might affect your personal financial interest. If any
employee or someone with whom an employee has a close
relationship (for example, a family member) has a financial
or employment relationship with a competitor, customer,
supplier, or potential supplier the employee must disclose
this fact in writing to the Company's General Counsel.
Consultants must first discuss any such financial interests
with the General Counsel and obtain prior written consent
to act as a consultant to the Company.

Other
employment and Outside Activities. Employees should not
work for, become directly or indirectly involved with,
or receive compensation of any sort from a customer, supplier
or competitor of the Company or others with whom the company
does business. You should not engage in any activity which
may be competitive with or contrary to the interests of
the Company, or which reduces your efficiency in performing
your duties at the Company, including self-employment.
Part-time employees may engage in outside employment,
provided that they first disclose such employment and
get written approval from their immediate supervisor.

Corporate
Opportunities. Business opportunities
of which you learn as a result of employment with the
Company belong to the Company, if within the scope of
the Company's existing or contemplated business, and should
not be taken advantage of for personal gain unless prior
written approval is received from the General Counsel.

Misuse
of Position. You should not use
our position at the Company in a way that results in any
improper personal gain. You should only be rewarded for
your work at the Company through the normal methods of
salary, bonuses, benefits and other Company approved incentives.

Related
Party Transactions. Employees should not
conduct Company business with related parties without
the prior written consent of the General Counsel. Related
parties are those who do not deal with you at arm's length,
e.g. family members and organizations with which you have
a close relationship.

Sales
to or Purchases from the Company. Employees should not
sell any goods or services to or buy anything from the
Company (except pursuant to a Company program to dispose
of Company property or as otherwise approved in writing
by the General Counsel).

Use
of or Appropriation of Company Assets or Labor Prohibited.
You may not take or
use any of the Company's property, equipment, supplies,
labor or services for your own personal benefit or for
the benefit of anyone else.

Employees
may not accept from or provide to a representative of a
competitor or any organization with which the Company has
or proposes a business relationship, any loan, compensation,
gift or favor, other than ordinary business courtesies which
do not create the appearance of impropriety or improper
influence. Regardless, no such business courtesy should
be frequent or extravagant.

The
Company will not pay any bribe, gratuity, kick-back or any
similar payment to anyone for any purpose. Should any such
payment be requested, the General Counsel should be contacted
immediately.

Special
rules applicable to entertainment, gifts or other business
courtesies to Government employees of suppliers under government
contracts are described later.

3. GOVERNMENT RELATIONS AND CONTRACTS

a. General Statement

It
is the Company's policy that in all business dealings the
Company will strictly observe the laws, rules and regulations
which govern dealings with federal, state and local governments.

No
employee of the Company should seek or accept government
information, or information from competitors, whether orally
or in writing, where there is reason to believe that the
release of such information is unauthorized or would give
the company an unfair competitive advantage. This restriction
applies to business information on procurement and competitive
advantage. This restriction applies to business information
on procurement and competitive bids and proposals.

Special
care must be taken to ensure that all statements, communications
and representations to the government are accurate and complete.
Special care must also be taken to ensure proper billing
and accounting in presenting claims to the government and
others.

b. Business CourtesiesRelating to Government
Employees

Business Conferences.Except for normal business
meetings regarding the negotiation or implementation of
a government contract, the General Counsel must approve
in advance any Company hosted business conference, hospitality
suite or other function that may be attended by government
employees. Unless otherwise approved in writing in advance
by an authorized government official who is not attending
the function, employees of the Company must advise government
employees that the government is expected to pay its appropriate
share of costs of the conference or any good and refreshments
offered in the course of the function.

Do
not Grant Business Courtesies to Government Employees.
Except as provided
in these rules, employees may not give any business courtesy,
social amenity, gift or favor to any government official
or employee. It is against Company policy and may be illegal
to offer, give or promise anything of value directly or
indirectly to any public official or employee.

No
Minor Promotional Items May be Given. Company promotional
or advertising novelties should not be provided unless
approved in writing in advance by the General Counsel.

Food
and Refreshments Restricted.Food and refreshments
of nominal value infrequent occasions may be provided
in connection with inspection tours the go employee is
authorized to make, but not contract negotiations or other
occasions.

Exceptions
Must be approved in
Writing. Other business courtesies may be provided to
government employees only where specifically permitted
by applicable agency regulations or where specifically
approved in writing by the agency office authorized to
do so, and a copy of the approval is sent in advance to
the General Counsel of the Company.

c. Business Courtesies Relating
to Government Contracts and Subcontracts

Do not Receive or Give Business Courtesies. Except as provided
below, no employee may receive or provide a business courtesy,
social amenity, gift or favor when dealing with any employee
or representative of any actual or potential prime contractor,
supplier or subcontractor under a government prime or
subcontract. No such business courtesy, social amenity,
gift, or favor, when permitted may be accepted or given
which is intended, or might be construed, as an inducement
for the award of any order or subcontract, or as an acknowledgment
of any previous order or subcontract.

Nominal
Promotional Items may be Given and Received. Promotional or advertising
novelties of nominal value of $25 or less affixed with
the company name or logo may be given or accepted, but
not at a frequency which might indicate an attempt to
circumvent this policy.

Food
and Refreshments Restricted. The following rules
apply to food and refreshments:
a. Meals and refreshments of modest value may be accepted
or provided in connection with a working business meeting
where they are provided to facilitate the purpose of the
meeting. Such meals and refreshments (i) must be provided
at or near a Company, customer, supplier or other applicable
business or government location, (ii) may not be intended
as a gift or gratuity, and (iii) must not be frequent,
lavish, or extravagant under the circumstances.
b. Working business meetings include those dealing with
actual or proposed contracts, or the performance of such
contracts. Meetings where spouses are present for a significant
length of time generally are not considered to be working
meetings.
c. Meals and refreshments must be for the benefit of the
companies involved, not the individual. Meals and refreshments
which exceed amounts considered reasonable under normal
Company expense account rules may be viewed as entertainment
and should not be provided or accepted.

Transportation.
Only local automobile
transportation may be given or accepted to facilitate
the purposes of working business meetings.

d. Government Investigations

Company Guidelines to Cooperate. It is the policy of
the Company to cooperate fully with any appropriate governmental
investigation. No employee should ever (i) destroy any
Company documents in anticipation of a request for those
documents from a government agency or a court, (ii) alter
any Company documents or records (including those of any
subsidiary), except as provided in corporate policy and
procedures manuals, (iii) lie or make any misleading statements
to any government investigator, or (iv) attempt to improperly
influence an employee or any other person not to provide
information to any government investigator or to provide
false or misleading information.

Notify General Counsel First. The Company has the
right to legal representation. Therefore, if you are approached
by any government investigator regarding the Company or
any of its subsidiaries, or your activities related to
employment at the Company, you should first consult with
the General Counsel before answering any questions, even
if the request is made at your home in the evening. In
addition, you should advise the General Counsel if, at
any time, you have reason to believe that a government
investigation might occur or if you believe that a government
investigation is underway.

Consultants that we retain must aide
by the same code of business conduct as our employees while
they are working for or representing the Company. Employees
retaining a consultant should (1) give he consultant a copy
of this Code, (ii) make sure the consultant is aware of the
importance of our standards of business conduct, and (iii)
obtain a certificate to the effect that the consultant has
read and understands the guidelines as set forth in this Code,
has no conflicts of interest, and will abide by the guidelines.
A copy of that certificate must be promptly sent to the Company's
General Counsel.

5. BUSINESS AND ACCOUNTING PRACTICES

a. Internal Controls

Employee
should ensure that:

Transactions
are executed in accordance with management authority;

and
Transactions are recorded in sufficient detail to permit
preparation of financial statements.

b. Written Terms of Purchase and Sale

All terms of purchase and sale
and other significant business transactions must be in writing.
No oral agreements or amendments should be made.

c. Undisclosed Funds Prohibited

Employees
should not under any circumstances keep Company funds in
undisclosed or unrecorded accounts for any purpose. All
accounts must be disclosed to the Company's Chief Financial
Officer.

d. No False Entries

No
false or misleading entries should be made in the Company's
books or records for any reason.

e. Proper Documentation

No
payment (or reimbursement) of expenses should be made without
adequate supporting documentation or invoices which establish
the business purpose for such expenditure.

The Program Manager of the B2B Defense
Division, Ms. Wendy Roberts (Phone Number (732) 427-6384),
is the Compliance Officer for the B2B end and is responsible
for its implementation and administration with help from
the Company's General Counsel Mr. Arthur K. Jakoby (Phone
212-592-1438).

b. Interpretations

The Compliance Officer is responsible
for interpreting and applying these guidelines to specific
situations in which questions may arise. Any questions relating
to how these guidelines should be interpreted or applied
should be addressed directly or through your supervisor
to the Compliance Officer.

c. Violation of the Guidelines

Failure
to adhere to the guidelines contained in this Code, including
failure to disclose any conflicts or to seek an exception,
will result in discipline, up to and including termination
of employment. Violations of these guidelines will also
be a major negative factor in determining eligibility for
promotions, as well as eligibility for previously unvested
bonuses and other benefits.

d. Requests for Exception

Any employee
who believes that an exception to any of these guidelines
is appropriate should contact his or her immediate supervisor
first. If the immediate supervisor agrees that an exception
is appropriate, the supervisor should seek the approval
of the Company's Compliance Officer.

e. Non-exclusivity

No representation is express or implied
that these guidelines are all the relevant policies of the
Company nor that they are a comprehensive, full or complete
explanation of the laws and regulations which are applicable
to the Company and its employees.

B2B Technologies has adopted the following
Special Rules for all dealings with Government contracts in
addition to the guidelines stated in the Code of Business
Ethics (the "Code") on government relations. These Special
Rules apply to all employees of B2B who regularly work on
Government business.

1. Contract Responsibility.

Primary
responsibility for all Government contracts has been given
by management to Wendy Roberts, Program Manager, B2B Defense
Division.

2. Compliance Officer.

Wendy
Roberts, Program Manager, B2B Defense Division, is the B2B
Compliance Officer who is responsible for assuring full
compliance by B2B staff with the Code and these Special
Rules in their application to all dealings with the Government.
Accordingly, any questions regarding application of the
Code or these Special Rules and reports of potential violations
should be directed to her, your immediate supervisor or
to the General Corporate Counsel. All supervisors and General
Corporate Counsel have been instructed to notify immediately
the Compliance Officer if they receive any such report.

It
is B2B policy that no discipline or retaliatory action will
be taken against any employee for informing his immediate
supervisor, General Corporate Counsel, the B2B Compliance
Officer of a violation of the Code or the Special Rules.

3. Training Course.

B2B
has, under the direction of the B2B Compliance Officer,
sent the Controller on a course related to Government contracts
accounting.

4. Investigation Cooperation.

Consistent with the standard general
policy of cooperation with any governmental investigation,
it is B2B policy to cooperate fully with any investigation
of B2B activities by the Government. Reference is made to
the B2B Code of Business Ethics for the procedures and requirements
to follow the event of a government investigation.